Articles of Incorporation, Amended and Restated Draft

The undersigned, being a duly authorized officer of Access100, a Hawaii nonprofit corporation (the “Corporation”), hereby certifies that the following Amended and Restated Articles of Incorporation were duly adopted by the Board of Directors of the Corporation, the Corporation having no members, in accordance with Section 414D-185 of the Hawaii Revised Statutes, and that these Amended and Restated Articles of Incorporation supersede the original Articles of Incorporation filed on January 22, 2026, and all amendments thereto:

Article I — Name

The name of the Corporation shall be Access100.

Article II — Duration

The Corporation shall have perpetual existence.

Article III — Purposes

Section 3.1. The Corporation is organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code.

Section 3.2. The Corporation is dedicated to reducing barriers to community integration and participation for people with disabilities, specifically in the areas of employment and civic engagement. Without limiting the generality of the foregoing, the specific purposes of the Corporation include:

1. Creating employment opportunities for people with disabilities through contracted services and administrative support programs, including but not limited to website development, accessibility consulting, digital audits, hosted meeting services, and other service areas as determined by the Board of Directors;
2. Providing vocational rehabilitation services, including skills assessment, job readiness training, supported employment, and other services designed to assist individuals with disabilities in preparing for, obtaining, and maintaining employment;
3. Assisting government agencies and community organizations in reaching all citizens, including those with disabilities, through accessible services and communications;
4. Promoting civic engagement and full community participation for people with disabilities;
5. Educating the public, employers, and government entities about disability inclusion, accessibility standards, and best practices; and
6. Engaging in any lawful activities incidental to the foregoing purposes.

Article IV — Restrictions on Activities

Section 4.1. Private Inurement. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article III.

Section 4.2. Legislative Activities. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of (or in opposition to) any candidate for public office.

Section 4.3. General Limitation. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any other activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code, or (ii) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code.

Article V — Members

The Corporation shall have no members. Any action which would otherwise require approval by a majority of all members shall require only approval of the Board of Directors.

Article VI — Board of Directors

The affairs of the Corporation shall be managed by its Board of Directors. The number of Directors shall be not less than three (3) nor more than nine (9), as fixed from time to time by the Board of Directors.

Article VII — Capital Stock

The Corporation shall not authorize or issue shares of stock. No dividend shall be paid and no part of the income or profit of the Corporation shall be distributed to its directors or officers.

Article VIII — Registered Agent

The Corporation shall have and continuously maintain in the State of Hawaii a registered agent. The name and street address of the Corporation’s current registered agent is:

[Registered Agent Name]
1050 Queen St #100, Honolulu, HI 96814

Article IX — Principal Office

The mailing address of the Corporation’s principal office is 1050 Queen St #100, Honolulu, HI 96814.

Article X — Incorporator

The name and address of the original incorporator of the Corporation is [Incorporator Name], 1050 Queen St #100, Honolulu, HI 96814.

Article XI — Dissolution

Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, scientific, or other purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Article XII — Amendment

These Articles of Incorporation may be amended in the manner provided by the Hawaii Nonprofit Corporations Act, Chapter 414D, Hawaii Revised Statutes.

Article XIII — Indemnification and Limitation of Liability

Section 13.1. Indemnification. The Corporation shall indemnify any Director, officer, employee, or agent of the Corporation to the fullest extent permitted by Chapter 414D, Hawaii Revised Statutes, against expenses, including attorneys’ fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with any action, suit, or proceeding arising out of their service to the Corporation, provided they acted in good faith and in a manner reasonably believed to be in the best interests of the Corporation.

Section 13.2. Limitation of Liability. To the fullest extent permitted by Chapter 414D, Hawaii Revised Statutes, no Director of the Corporation shall be personally liable to the Corporation for monetary damages for breach of fiduciary duty as a Director.